0001144204-12-023762.txt : 20120425 0001144204-12-023762.hdr.sgml : 20120425 20120425161439 ACCESSION NUMBER: 0001144204-12-023762 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20120425 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120425 DATE AS OF CHANGE: 20120425 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VARIAN MEDICAL SYSTEMS INC CENTRAL INDEX KEY: 0000203527 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 942359345 STATE OF INCORPORATION: DE FISCAL YEAR END: 1001 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07598 FILM NUMBER: 12779784 BUSINESS ADDRESS: STREET 1: 3100 HANSEN WAY CITY: PALO ALTO STATE: CA ZIP: 94304-1000 BUSINESS PHONE: 650-424-5834 MAIL ADDRESS: STREET 1: 3100 HANSEN WAY CITY: PALO ALTO STATE: CA ZIP: 94304-1000 FORMER COMPANY: FORMER CONFORMED NAME: VARIAN ASSOCIATES INC /DE/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: VARIAN DELAWARE INC DATE OF NAME CHANGE: 19761123 8-K 1 v310558_8k.htm FORM 8-K

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

 

Date of report (Date of earliest event reported) April 25, 2012  

 

 

VARIAN MEDICAL SYSTEMS, INC.
(Exact Name of Registrant as Specified in its Charter)

 

 

Delaware 1-7598 94-2359345
(State or Other Jurisdiction
of Incorporation)
(Commission File
Number)
(IRS Employer
 Identification No.)

 

 

3100 Hansen Way, Palo Alto, CA 94304-1030
(Address of Principal Executive Offices) (Zip Code)

 

 

Registrant's telephone number, including area code (650) 493-4000  

 

 

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 
 

 

Item 2.02. Results of Operations and Financial Condition.

 

On April 25, 2012, Varian Medical Systems, Inc. announced that: “Varian Medical Systems Reports Results for Second Quarter of Fiscal Year 2012.” A copy of the press release is attached as Exhibit 99.1 and incorporated by reference into this item.

 

Item 8.01. Other Information.

 

On April 25, 2012, Varian Medical Systems, Inc. announced that: Varian Medical Systems and Siemens Healthcare Announce Global Collaboration to Advance Clinical Capabilities and Offerings in Radiotherapy and Radiosurgery. A copy of the press release is attached as Exhibit 99.2 and incorporated by reference into this item.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

99.1 Press Release dated April 25, 2012 entitled “Varian Medical Systems Reports Results for Second Quarter of Fiscal Year 2012.”

 

99.2 Press Release dated April 25, 2012 entitled “Varian Medical Systems and Siemens Healthcare Announce Global Collaboration to Advance Clinical Capabilities and Offerings in Radiotherapy and Radiosurgery.”

 

 

2
 

 

SIGNATURES

 

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  Varian Medical Systems, Inc.
   
  By:  /s/ John W. Kuo
   

Name: John W. Kuo

Title: Corporate Senior Vice President, General Counsel and Corporate Secretary

 

Dated: April 25, 2012

 

3
 

 

EXHIBIT INDEX

 

 

Number

Exhibit

 

99.1

Press Release dated April 25, 2012 entitled “Varian Medical Systems Reports Results for Second Quarter of Fiscal Year 2012.”

 

 
99.2 Press Release dated April 25, 2012 entitled “Varian Medical Systems and Siemens Healthcare Announce Global Collaboration to Advance Clinical Capabilities and Offerings in Radiotherapy and Radiosurgery.”
   

 

 

 

EX-99.1 2 v310558_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

 

FOR INFORMATION CONTACT:

Elisha Finney (650) 424-6803

elisha.finney@varian.com

 

Spencer Sias (650) 424-5782

spencer.sias@varian.com

 

 

 

For Immediate Release:

 

 

 

Varian Medical Systems Reports Results for Second Quarter of Fiscal Year 2012

 

PALO ALTO, Calif., April 25, 2012 – Varian Medical Systems (NYSE:VAR) today is reporting results for the second quarter of fiscal year 2012 with net earnings of $0.94 per diluted share up 9 percent from $0.86 per diluted share in the second quarter of fiscal year 2011. The results for the second quarter of fiscal year 2012 include a $2.5 million or $0.02 per diluted share restructuring charge associated with realigning resources to address growth prospects in emerging markets. The company generated $720 million in revenues during the quarter, up 11 percent from the prior-year period, and ended the period with a $2.7 billion backlog, up 18 percent from the same point in fiscal year 2011.

 

“Our company generated healthy growth during the quarter in revenues and net orders, including two large orders for proton therapy systems which contributed to a strong increase in our backlog,” said Tim Guertin, president and CEO of Varian Medical Systems. “Results on margins for the quarter were mixed, with solid gains in our X-Ray Products business more than offset by reduced margins in our Oncology business principally because of significant growth in revenues in emerging markets where margins and tax rates are lower.” Gross margins were also impacted by nearly a point from revenues for the company’s ongoing Scripps proton system installation which are being accounted for under the percentage of completion zero-profit method.

 

The company ended the second quarter with $617 million in cash and cash equivalents and $162 million of debt. Days sales outstanding for the quarter was 83, up 4 from the same time period last year.

 

Oncology Systems

Oncology Systems’ second quarter revenues totaled $565 million, up 11 percent from the same period of fiscal year 2011. Second-quarter net orders were $565 million, up 9 percent, with a 14 percent increase in North America and a 4 percent increase in our international market.

 

 

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Varian Medical Systems Reports Results for Second Quarter of Fiscal Year 2012 Page 2

 

 

“North American orders grew with the help of several major wins, including a $12 million contract for several TrueBeam systems at Montreal General Hospital,” Guertin said. “In international markets, net orders grew robustly in Asia, rose slightly in Europe, and declined in the rest of the world.”

 

Today, the company separately announced a new partnership with Siemens AG to jointly market and represent each other’s imaging and radiotherapy products around the globe. The partnership also includes development of software interfaces between Siemens and Varian products as well as future product developments for image-guided radiotherapy and radiosurgery. “This is an exciting development that will enable Varian to expand its marketing reach through the Siemens global sales channel and to connect its software to the Siemens installed base of some 2,000 machines,” said Guertin.

 

X-Ray Products

Second quarter revenues for the X-Ray Products business were $123 million, up 4 percent from the year-ago quarter. Compared to the corresponding period in fiscal year 2011, X-Ray Products second quarter net orders rose 5 percent to $130 million.

 

“Our X-Ray Products business resumed its growth with the help of strong demand for CT tubes from key Japanese customers who appear to have completed inventory adjustments that slowed orders and sales in the first quarter,” Guertin said. “Improved quality performance and cost controls resulted in record margins for this business during the quarter. Subsequent to the close of the quarter, we completed our previously announced acquisition of InfiMed, broadening our product portfolio with X-ray workstation hardware and software.”

 

Other

The company’s Other category, which is comprised of the Security and Inspection Products business, the Varian Particle Therapy business, and the Ginzton Technology Center, recorded second quarter revenues of $32 million, up $9 million from the year-ago period driven principally by revenues from the installation of the Scripps proton system. Compared to the second quarter of fiscal 2011, net orders in the Other category increased by $130 million to $168 million.

 

“We booked $124 million in net orders for two proton therapy systems – one in Saudi Arabia and one in St. Petersburg, Russia during the quarter showing market acceptance and positive traction for this business,” said Guertin. “We were also pleased to see strong growth in our security and inspection business for border protection products where we booked $44 million in orders.”

 

Outlook

“Overall, the second quarter had a lot of good news, including strong growth in company revenue, orders, and backlog, two new proton system orders, and a record gross margin in our X-Ray Products business,” said Guertin. “We’re now facing some margin

 

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Varian Medical Systems Reports Results for Second Quarter of Fiscal Year 2012 Page 3

 

 

rate challenges in our Oncology business as we invest and move more aggressively into emerging markets and pursue product cost reductions. Including the impact of Oncology’s gross margin as well as increased costs for legal proceedings and start up costs associated with the new Siemens partnership, we’re now adjusting our outlook for the remainder of the year.

 

“For fiscal 2012, we now expect earnings from continuing operations to increase over fiscal 2011 totals by 9 to 12 percent to a range of $3.76 to $3.84 per diluted share. Annual revenues should increase over the fiscal 2011 total by about 10 percent.

 

“For the third quarter of fiscal 2012, we expect earnings per share to increase by 10 to 14 percent over the prior year quarter to a range of $0.91 to $0.95 per diluted share. Revenues for the third quarter should be 9 to 10 percent over the third quarter of fiscal 2011.”

 

Investor Conference Call

Varian Medical Systems is scheduled to conduct its second quarter fiscal year 2012 conference call at 2 p.m. PT today. To hear a live webcast or replay of the call, visit the investor relations page on the company’s web site at www.varian.com/investor where it will be archived for a year. To access the call via telephone, dial 1-800-215-2410 from inside the U.S. or 1-617-597-5410 from outside the U.S. and enter confirmation code 75223747. The replay can be accessed by dialing 1-888-286-8010 from inside the U.S or 1-617-801-6888 from outside the U.S. and entering confirmation code 10075622. The telephone replay will be available through 5 p.m. PT, Friday, April 27, 2012.

 

For automatic “e-mail alerts” regarding Varian news, events, and new investor materials on the website, investors can subscribe on the company website: http://varian.investorroom.com/index.php?s=58. For additional information, contact investor relations at 1-650-424-5834.

 

# # #

 

Varian Medical Systems, Inc., of Palo Alto, California, is the world's leading manufacturer of medical devices and software for treating cancer and other medical conditions with radiotherapy, radiosurgery, and brachytherapy. The company supplies informatics software for managing comprehensive cancer clinics, radiotherapy centers and medical oncology practices. Varian is a premier supplier of tubes and digital detectors for X-ray imaging in medical, scientific, and industrial applications and also supplies X-ray imaging products for cargo screening and industrial inspection. Varian Medical Systems employs approximately 6,000 people who are located at manufacturing sites in North America, Europe, and China and approximately 70 sales and support offices around the world. For more information, visit http://www.varian.com.

 

  

 

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Varian Medical Systems Reports Results for Second Quarter of Fiscal Year 2012 Page 4

 

 

Forward-Looking Statements

Except for historical information, this news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements concerning industry outlook, including growth drivers; the company’s future business, including orders, revenues, backlog, or earnings growth; future financial results; market acceptance of or transition to new products or technology such as the TrueBeam platform and radiographic flat panel detectors, image-guided radiation therapy, stereotactic radiosurgery, filmless X-rays, proton therapy, and security and inspection, and any statements using the terms “could,” “believe,” “expects,” “appear,” “confident,” “outlook,” or similar statements are forward-looking statements that involve risks and uncertainties that could cause the company’s actual results to differ materially from those anticipated. Such risks and uncertainties include the effect of economic conditions, including the lack of strength of the recovery from the global recession and the effect on capital spending; the impact of the 2010 federal health care legislation and any further health care reforms (including changes to Medicare and Medicaid), and/or changes in third-party reimbursement levels; currency exchange rates; demand for the company’s products; the company’s ability to develop, commercialize, and deploy new products; the company’s ability to meet Food and Drug Administration (FDA) and other regulatory requirements for product clearances or to comply with FDA and other regulatory regulations or procedures; changes in the regulatory environment, including with respect to FDA requirements; challenges associated with the successful commercialization of the company’s particle therapy business; the effect of adverse publicity; changes in tax rates or earnings subject to tax; the company’s reliance on sole or limited-source suppliers; the impact of reduced or limited demand by purchasers of certain X-ray products, including those located in Japan; the company’s ability to maintain or increase margins; the impact of competitive products and pricing; the potential loss of key distributors or key personnel; challenges to public tender awards and the loss of such awards or other orders; and the other risks listed from time to time in the company’s filings with the Securities and Exchange Commission, which by this reference are incorporated herein. The company assumes no obligation to update or revise the forward-looking statements in this release because of new information, future events, or otherwise.

 

A summary of earnings and other financial information follows.

 

 
 

Varian Medical Systems Reports Results for Second Quarter of Fiscal Year 2012 Page 5

 

 

Varian Medical Systems, Inc. and Subsidiaries
Condensed Consolidated Statements of Earnings
(Unaudited)

 

 

 

(Dollars and shares in millions, except per share amounts)

  Q2 QTR
2012
   Q2 QTR
2011
   Q2 YTD
2012
   Q2 YTD
2011
 
Net orders  $862.8    681.5    1,468.9    1274.3 
Oncology Systems   564.8    520.1    1,049.5    979.1 
X-Ray Products   130.4    123.7    240.2    235.6 
Security & Inspection Products   44.0    37.1    54.8    58.4 
Varian Particle Therapy   123.6    0.6    124.2    1.2 
Ginzton Technology Center   -    -    0.2    - 
                     
Order backlog  $2,652.8    2,238.7    2,652.8    2,238.7 
                     
Revenues  $720.3    648.4    1,345.6    1,228.3 
Oncology Systems   565.4    507.9    1,053.0    960.3 
X-Ray Products   122.8    117.8    235.8    229.4 
Other   32.1    22.7    56.8    38.6 
Cost of revenues  $423.6    359.4    780.1    672.5 
                     
Gross margin   296.7    289.0    565.5    555.8 
As a percent of revenues   41.2%   44.6%   42.0%   45.3%
                     
Operating expenses                    
Research and development   47.1    43.9    90.9    82.4 
Selling, general and administrative   105.8    93.9    201.9    185.2 
                     
Operating earnings   143.8    151.2    272.7    288.2 
As a percent of revenues   20.0%   23.3%   20.3%   23.5%
                     
Interest income, net   0.4    -    0.7    0.1 
                     
Earnings before taxes   144.2    151.2    273.4    288.3 
                     
Taxes on earnings   36.4    48.1    75.4    88.7 
                     
Net earnings  $107.8    103.1    198.0    199.6 
As a percent of revenues   15.0%   15.9%   14.7%   16.2%
                     
                     
Net earnings per share – basic  $0.96    0.87    1.76    1.69 
                     
Net earnings per share – diluted  $0.94    0.86    1.73    1.66 
                     
Shares used in the calculation of net earnings per share:                     
Average shares outstanding - basic   112.4    118.0    112.3    117.9 
                     
Average shares outstanding - diluted   114.5    120.4    114.4    120.3 

 

 

 
 

Varian Medical Systems Reports Results for Second Quarter of Fiscal Year 2012 Page 6

 

Varian Medical Systems, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets 

 

(In thousands)  March 30,  
2012
(Unaudited)
   September 30,
2011 (1) 
 
Assets          
Current assets          
   Cash and cash equivalents  $616,727   $564,457 
   Short-term investment   31,624    19,205 
   Accounts receivable, net   637,402    635,153 
   Inventories   444,800    409,962 
   Deferred tax assets and other   249,717    225,840 
Total current assets   1,980,270    1,854,617 
           
Property, plant and equipment   621,167    601,115 
   Accumulated depreciation and amortization   (338,928)   (315,221)
Property, plant and equipment, net   282,239    285,894 
           
Goodwill   214,547    212,452 
Other assets   186,114    145,798 
Total assets  $2,663,170   $2,498,761 
           
Liabilities and Stockholders’ Equity          
Current liabilities          
   Accounts payable  $142,635   $154,946 
   Accrued expenses   273,120    290,009 
   Deferred revenues   142,068    140,173 
   Advance payments from customers   339,859    299,380 
   Product warranty   48,605    50,128 
   Short-term borrowings   149,269    181,400 
   Current maturities of long-term debt   6,250    9,876 
Total current liabilities   1,101,806    1,125,912 
Other long-term liabilities   119,131    122,708 
Long-term debt   6,250    6,250 
Total liabilities   1,227,187    1,254,870 
           
Stockholders’ Equity          
Common stock   111,805    112,344 
Capital in excess of par value   570,138    500,922 
Retained earnings and accumulated other comprehensive loss   754,040    630,625 
Total stockholders’ equity   1,435,983    1,243,891 
Total liabilities and stockholders’ equity  $2,663,170   $2,498,761 

 

 

 

(1) The condensed consolidated balance sheet as of September 30, 2011 was derived from audited financial statements as of that date.

 

 
 

EX-99.2 3 v310558_ex99-2.htm EXHIBIT 99.2

 

Exhibit 99.2

 

 

FOR INFORMATION CONTACT:

Varian Medical Systems, Inc.

Spencer Sias, (650) 424-5782

spencer.sias@varian.com

 

Siemens Medical Solutions USA Inc.

Jeffrey Bell, (610) 448-1477

Jeffrey.t.bell@siemens.com

 

 

Varian Medical Systems and Siemens Healthcare Announce Global Collaboration to Advance Clinical Capabilities and Offerings in Radiotherapy and Radiosurgery

 

PALO ALTO, CA, April 25, 2012 - Varian Medical Systems (NYSE: VAR) and Siemens Healthcare today announced the signing of a strategic global partnership to provide advanced diagnostic and therapeutic solutions and services for treating cancer with image-guided radiotherapy and radiosurgery. The collaboration covers the mutual marketing and representation of products for imaging and treatment in the global radiation oncology business. This collaboration further comprises the development of software interfaces between Siemens and Varian treatment systems. The two companies will also investigate opportunities for joint development of new products for image-guided radiotherapy and radiosurgery.

 

Under the agreement that was signed this week, Varian will represent Siemens diagnostic imaging products such as CT, PET/CT or MRI to radiation oncology clinics around the world beginning immediately in most international markets and expanding to North America later this year.

 

Siemens Healthcare will similarly represent Varian equipment and software for radiotherapy and radiosurgery within its offerings to its healthcare customers. This will enable the companies to offer comprehensive solutions to support the entire clinical workflow from imaging to treatment. Siemens will continue to service and support its global installed base of approximately 2,000 medical linear accelerators. The agreement will give Siemens customers more choices for therapy equipment, including smooth transition and interface to Varian equipment, as aging accelerators are due for replacement.

 

Furthermore, Varian and Siemens will develop interfaces that will enable connecting Varian’s ARIA® oncology information system software with Siemens accelerators and imaging systems to give clinics more options for improving workflow and streamlining their operations. The collaboration enables Varian and Siemens to co-develop and offer cancer treatment centers new imaging and treatment solutions utilizing the strengths and technology of both companies.

 

 

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Varian Medical Systems and Siemens Healthcare Announce Global Collaboration to
Advance Clinical Capabilities and Offerings in Radiotherapy and Radiosurgery
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"This is an exciting development that will enable Varian to enhance and expand its clinical offerings for the benefit of cancer patients around the globe,” said Tim Guertin, President and CEO of Varian Medical Systems. “By developing strong software connectivity and new architecture linking Siemens and Varian systems, together we can give clinics important new options for imaging and treating patients. Another key objective of this partnership is to accelerate innovation and provide more efficient and effective solutions, particularly in emerging markets.”

 

“With this step under Siemens’ Healthcare Agenda 2013, we aim to strengthen our position as Imaging Partner of Choice in Radiation Oncology,” said Walter Märzendorfer CEO of Siemens Radiation Oncology and Computed Tomography. “Through this collaboration, Siemens will continue to serve the global radiation oncology business and help improve the treatment of cancer patients around the globe with high-quality imaging and treatment solutions that utilize our core competency and engineering excellence in imaging.”

 

# # #

 

 

ABOUT SIEMENS HEALTHCARE

Siemens Healthcare is one of the world's largest suppliers to the healthcare industry and a trendsetter in medical imaging, laboratory diagnostics, medical information technology and hearing aids. Siemens offers its customers products and solutions for the entire range of patient care from a single source – from prevention and early detection to diagnosis, and on to treatment and aftercare. By optimizing clinical workflows for the most common diseases, Siemens also makes healthcare faster, better and more cost-effective. Siemens Healthcare employs some 51,000 employees worldwide and operates around the world. In fiscal year 2011 (to September 30), the Sector posted revenue of 12.5 billion euros and profit of around 1.3 billion euros. For further information please visit: www.siemens.com/healthcare.

 

Launched by Siemens Healthcare in November 2011, Agenda 2013 is a two-year global initiative to further strengthen the Healthcare Sector's innovative power and competitiveness. Specific measures will be implemented in four fields of action: Innovation, Competitiveness, Regional Footprint, and People Development.

 

 

ABOUT VARIAN MEDICAL SYSTEMS
Varian Medical Systems, Inc., of Palo Alto, California, is the world's leading manufacturer of medical devices and software for treating cancer and other medical conditions with radiotherapy, radiosurgery, and brachytherapy. The company supplies informatics software for managing comprehensive cancer clinics, radiotherapy centers and medical oncology practices. Varian is a premier supplier of tubes and digital detectors for X-ray imaging in medical, scientific, and industrial applications and also supplies high-energy X-ray devices for cargo screening and non-destructive testing applications.  Varian Medical Systems employs approximately 6,000 people who are located at manufacturing sites in North America, Europe, and China and approximately 70 sales and support offices around the world. For more information, visit http://www.varian.com or follow us on Twitter.

 

 

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Varian Medical Systems and Siemens Healthcare Announce Global Collaboration to
Advance Clinical Capabilities and Offerings in Radiotherapy and Radiosurgery
Page 3

 

 

VARIAN MEDICAL SYSTEMS FORWARD LOOKING STATEMENTS 

Except for historical information, this news release contains forward-looking statements about Varian within the meaning of the Private Securities Litigation Reform Act of 1995.  Statements related to Varian’s future business; financial performance; expectations; future events and developments; and any statements using the terms “will,” “could,” “believe,” “expects,” “enhance,” “expand,” “accelerate,” or similar statements are forward-looking statements. Such statements are based on the current expectations and certain assumptions of Varian’s management, and are, therefore, subject to certain risks and uncertainties. A variety of factors, many of which are beyond Varian’s control, affect Varian’s operations, performance, business strategy and results and could cause the actual results, performance or achievements of Varian to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements or anticipated on the basis of historical trends. These factors include in particular, but are not limited to, demand for Varian’s and Siemens’ products, or any combination thereof; Varian’s ability to develop and commercialize new products; Varian’s and Siemens’ ability to meet regulatory regulations or procedures; Varian’s ability to protect the company's intellectual property; and the other risks listed from time to time in Varian’s filings with the Securities and Exchange Commission, which by this reference are incorporated herein. These forward-looking statements represent Varian’s judgment as of the date of this press release. Varian neither intends, nor assumes any obligation, to update or revise these forward-looking statements in light of new information, future events, or otherwise.

 

SIEMENS HEALTHCARE NOTES AND FORWARD-LOOKING STATEMENTS 

This document contains statements related to our future business and financial performance and future events or developments involving Siemens that may constitute forward-looking statements. These statements may be identified by words such as “expects,” “looks forward to,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “will,” “project” or words of similar meaning. We may also make forward-looking statements in other reports, in presentations, in material delivered to stockholders and in press releases. In addition, our representatives may from time to time make oral forward-looking statements. Such statements are based on the current expectations and certain assumptions of Siemens’ management, and are, therefore, subject to certain risks and uncertainties. A variety of factors, many of which are beyond Siemens’ control, affect Siemens’ operations, performance, business strategy and results and could cause the actual results, performance or achievements of Siemens to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements or anticipated on the basis of historical trends. These factors include in particular, but are not limited to, the matters described in Item 3: Risk factors of our most recent annual report on Form 20-F filed with the SEC, in the chapter “Risks” of our most recent annual report prepared in accordance with the German Commercial Code, and in the chapter “Report on risks and opportunities” of our most recent interim report.

 

Further information about risks and uncertainties affecting Siemens is included throughout our most recent annual, and interim reports as well as our most recent earnings release, which are available on the Siemens website, www.siemens.com, and throughout our most recent annual report on Form 20-F and in our other filings with the SEC, which are available on the Siemens website, www.siemens.com, and on the SEC’s website, www.sec.gov. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results, performance or achievements of Siemens may vary materially from those described in the relevant forward-looking statement as being expected, anticipated, intended, planned, believed, sought, estimated or projected. Siemens neither intends, nor assumes any obligation, to update or revise these forward-looking statements in light of developments which differ from those anticipated.

 

Due to rounding, numbers presented throughout this and other documents may not add up precisely to the totals provided and percentages may not precisely reflect the absolute figures.

 

This document includes supplemental financial measures that are or may be non-GAAP financial measures. New orders and order backlog; adjusted or organic growth rates of revenue and new orders; book-to-bill ratio; Total Sectors profit; return on equity (after tax), or ROE (after tax); return on capital employed (adjusted), or

 

 

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Varian Medical Systems and Siemens Healthcare Announce Global Collaboration to
Advance Clinical Capabilities and Offerings in Radiotherapy and Radiosurgery
Page 4

 

 

ROCE (adjusted); Free cash flow, or FCF; cash conversion rate, or CCR; adjusted EBITDA; adjusted EBIT; adjusted EBITDA margins, earnings effects from purchase price allocation, or PPA effects; net debt and adjusted industrial net debt are or may be such non- GAAP financial measures. These supplemental financial measures should not be viewed in isolation as alternatives to measures of Siemens’ financial condition, results of operations or cash flows as presented in accordance with IFRS in its Consolidated Financial Statements. Other companies that report or describe similarly titled financial measures may calculate them differently. Definitions of these supplemental financial measures, a discussion of the most directly comparable IFRS financial measures, information regarding the usefulness of Siemens’ supplemental financial measures, the limitations associated with these measures and reconciliations to the most comparable IFRS financial measures are available on Siemens’ Investor Relations website at www.siemens.com/nonGAAP. For more information, see supplemental financial measures and the related discussion in Siemens' most recent annual report on Form 20-F, which can be found on our Investor Relations website or via the EDGAR system on the website of the United States Securities and Exchange Commission.